RHS is the owner of the PLANTS FOR POLLINATORS trade marks depicted in the RHS Guidelines (defined below), and any trade mark registrations or applications in respect of such trade marks (“Trade Marks”).
The Licensee has registered its desire to use the Trade Marks in connection with plants listed on the RHS Plants for Pollinators list available for download at https://www.rhs.org.uk.
The Licensee acknowledges and agrees that any use of the Trade Marks is subject to the terms and conditions set out below:
1. Definitions
1.1 The following terms shall have the following meanings:
- “Associated Materials” means any labels and packaging used on or in relation to Licensed Products, and any advertising or promotional material relating to Licensed Products;
- “Licensed Products” means any Products offered for sale or sold by a Licensee by reference to the Trade Marks;
- “Products” means those plants listed on the RHS Plants for Pollinators list available for download at https://www.rhs.org.uk, as may be amended by RHS from time to time, and in the case of seed mixes, seed packets where at least 75% of the contents (by volume or seed number) of the seed packet are listed on such the RHS Plants for Pollinators list;
- “RHS Guidelines” the RHS Guidelines set out in Annex 1 prescribing the permitted form and manner in which the Trade Marks may be used, as may be amended by RHS from time to time.
2. Licence
- 2.1 The RHS grants to the Licensee a non-exclusive licence to use the Trade Marks in the United Kingdom on Products and Associated Material subject to these terms and conditions.
- 2.2 The Licensee shall ensure that all Licensed Products and Associated Materials comply with the RHS Guidelines, the RHS Ethical and Environmental Sourcing Policy, all applicable laws, regulations, codes of practice and generally accepted industry standards and practices.
- 2.3 The Licensee shall not use the Trade Marks on or in relation to any plants or products:
- a) that are not listed on the RHS Plants for Pollinators list available for download at https://www.rhs.org.uk; or
- b) do not comply with clause 1.2 above
- 2.4 If, in RHS’s reasonable opinion, any Licensed Products or Associated Materials do not comply with these terms and conditions, RHS shall be entitled to require that Trade Marks be immediately removed from the relevant Products or Associated Materials, as applicable.
- 2.5 The Licensee shall maintain records of customer complaints received by it in relation to the use of the Trade Marks on or in relation to any Licensed Products or Associated Materials, and shall provide RHS with details of any such customer complaints within a reasonable time.
3. Intellectual property rights
- 3.1 The Licensee acknowledges and agrees that all intellectual property rights in the Trade Marks (including copyright in the logos) are owned by RHS. The Licensee shall not acquire, nor claim, any right, title or interest in or to any of the Trade Marks, the name or logo of the Royal Horticultural Society, or any other trade marks owned or used by RHS.
- 3.2 All goodwill arising from use of the Trade Marks by the Licensee shall accrue to the RHS.
- 3.3 The Licensee shall only use the Trade Marks in the form, style, size and colours stipulated by RHS in the RHS Guidelines.
- 3.4 The Licensee shall ensure that all uses of the Trade Marks are accompanied by a notice that they are being used by the Licensee under licence from RHS. For example, “The Royal Horticultural Society, and its logo, are trade marks of The Royal Horticultural Society (Registered Charity No 222879/SC038262) and used under licence”.
- 3.5 The Licensee shall not use or register, or seek to register, any mark or name that is the same as or confusingly similar to the Trade Marks, the name or logo of the Royal Horticultural Society, or any other trade marks owned or used by RHS, anywhere in the world.
- 3.6 Nothing in these terms and conditions grant the Licensee any right to use the Trade Marks as part of any corporate, business or trading name or style of the Licensee.
- 3.7 The Licensee shall not do anything which could, in RHS’s reasonable opinion, bring the Trade Marks or the Royal Horticultural Society into disrepute or which could otherwise damage the goodwill attaching to the Trade Marks or any other trade marks or trade names of the Royal Horticultural Society.
- 3.8 The Licensee shall not use the Trade Marks in a manner which might result in any of them becoming generic, or which could otherwise prejudice or invalidate a registration or application for registration of any of the Trade Marks.
4. Termination
- 4.1 RHS may terminate this licence by notice to the Licensee with immediate effect if:
- a) the Licensee breaches these terms and conditions and the breach is not remedied within seven (7) days of such notice; or
- b) the Licensee becomes insolvent.
- 4.2 RHS may terminate this licence on thirty (30) days’ notice to the Licensee if the RHS elects, in its discretion, to cease licensing the Trade Marks to the Licensee.
- 4.3 Upon termination of this licence, the Licensee shall immediately cease use of the Trade Marks, but shall not be required to remove the Trade Marks from any Licensed Products or Associated Materials that are already offered for sale to the public.
5. General Provisions
- 5.1 The RHS shall not be liable for, and the Licensee shall indemnify the RHS against, all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by the RHS arising out of or in connection with:
- a) the Licensee's exercise of its rights granted under these terms and conditions (including any breach or negligent performance or non-performance of these terms and conditions); and/or
- b) any claims (including product liability claims) relating to Licensed Products and/or Associated Materials that were manufactured, offered for sale, sold or otherwise distributed by the Licensee.
- 5.2 Without limiting clause 5.1, RHS shall not be liable to the Licensee for any indirect or consequential loss or damage suffered or incurred by the Licensee in relation to any Licensed Products, Associated Materials or the Trade Marks.
- 5.3 These terms and conditions set out the entire agreement between the parties in respect of the subject-matter covered, and supersede any prior agreement (whether oral or written) relating to the subject-matter covered. No party shall have any claim or remedy in respect of any statement, representation, warranty or undertaking made by or on behalf of the other party.
- 5.4 Any terms or conditions implied by law are excluded to the fullest extent permitted by law or, if incapable of exclusion, any rights or remedies in relation to them are irrevocably waived.
- 5.5 These terms and conditions shall be governed and construed in all respects in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.
